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Administer

Technology driven provider of financial management services

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Overview

Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. The company is the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Administer's services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki. Administer Group consists of payroll management service company Silta Oy, accounting firm Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy, as well as other subsidiaries and associated companies.
Administer seeks to achieve revenue of EUR 100m and an EBITDA-margin of 15% by 2026. The company has grown impressively in recent years driven by acquisitions, while organic growth has been modest. Near-term macroeconomic conditions have, however, proven to be a challenge, affecting both the company's growth and profitability. Cost savings measures taken in 2023 will slightly aid profitability, but larger improvement relies upon synergies from acquisitions as well as internal operational efficiency, further to be improved by pick-up in growth.

Financial overview

Equity research

Administer Group - People sitting on couch by coffie table.
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Administer - Turnaround story starting to bear fruit

Administer’s recent profitability strides signal a promising turn, with the potential for the new strategy to fully unfold should market conditions stabilize and demand increase.

Company report |
Administer Group - People sitting on couch by coffie table.
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Administer - Solid profitability continues

Administer’s Q2 EBITDA soared by 320% y/y, reaching EUR 1.9m and exceeding our expectations. Despite a continued slight decline in net sales (Q2: 1.3% y/y), the turnaround in profitability offers encouraging signs for the future.

Company update |
Administer Group - People sitting on couch by coffie table.
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Administer - Slightly better than expected profitability

Administer’s Q2 net sales declined by 1.3% y/y, mainly attributable to the demand for personnel leasing, which is more dependent on economic cycles than the groups other service sectors. EBITDA improved to EUR 1.9m (Q2’23: EUR 0.4m), slightly beating our estimate of EUR 1.7m. 

Earnings Flash |
Administer Group - People sitting on couch by coffie table.
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Administer - Profitability progress set to continue

Administer reports Q2’24 results on Thursday, August 15th. We expect good profitability and see that the recovery from the seasonal weakness for Econia should turn the company back to growth track. Other business areas are expected to remain stable due to their less cyclical nature.

Preview |
Administer Group - People sitting on couch by coffie table.
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Administer - Good start in terms of profitability
Administer’s profitability in Q1 improved more than expected, and our 2024E EBITDA estimate is up by some 10%. We raise our TP to EUR 3.0 (2.6), BUY-rating intact.
Company update |
Administer Group - People sitting on couch by coffie table.
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Administer - Profitability programme showing results
Administer’s Q1 net sales declined by 3.1% y/y, driven by a 14.8% decline in Econia’s net sales. EBITDA improved by some 56% y/y to EUR 1.7m. Overall the report appears more on the positive side, as the impact of the profitability programme is taking effect.
Earnings Flash |
Administer Group - People sitting on couch by coffie table.
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Administer - Work to be done
Administer’s H2 was fairly in line with expectations. 2024 looks to remain on the softer side while the new financial targets suggest expectations for a clear turnaround in profitability in the coming years.
Company update |
Administer Group - People sitting on couch by coffie table.
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Administer - No major suprises
Administer’s H2 figures were fairly in line with our expectations. Revenue amounted to EUR 36.6m (Evli EUR 37.1m), with growth of 27.0%. EBITDA amounted to EUR 1.3m (Evli EUR 1.1m). Administer updated its strategy, targeting revenue of EUR 100m and a 15% EBITDA-margin by 2026.
Earnings Flash |
Administer Group - People sitting on couch by coffie table.
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Administer - Weaker finish to challenging year
Administer issued its second profit warning for 2023, driven mainly by the weakened economic situation. Growth is looking more challenging, while cost savings support improvements in profitability.
Company update |
Administer Group - People sitting on couch by coffie table.
Administer logo
Administer - Focus on profitability
Administer is seeking an annual profitability improvement of EUR 7m, with profitability in H1 being rather weak. The margin improvement potential supports valuation upside.
Company update |

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Company news

Administer Plc Company Announcement 27.9.2024 at 2 pm

The members of Administer's Shareholders' Nomination Board have been appointed. The Nomination Board consists of four (4) members, of which the four (4) largest shareholders of the company are each entitled to appoint one (1) member according to the shareholder´s register administered by Euroclear on the first calendar working day in September.

The following were confirmed as members of the Nomination Board of the Administer Plc: 

  • Peter Aho, Chairman of the Nomination Board (representing himself as the largest shareholder of the company)
  • Rolf Backlund (representing Sijoitus Oy MC Invest Ab).
  • Karoliina Lindroos (representing Ilmarinen Mutual Pension Insurance Company)
  • Hanna Vainio (representing Varma Mutual Pension Insurance Company)

The Nomination Board also includes Jukka-Pekka Joensuu, Chairman of the Board of Directors of Administer Plc, as an expert member.

The Nomination Board's task is to prepare and present to the Annual General Meeting and, if necessary, to the Extraordinary General Meeting, proposals on the number and remuneration of the members of the Board of Directors and a proposal on the remuneration of the members of the Board of Directors and the members of the Board committees. The Nomination Committee is also responsible for seeking new candidates for the Board of Directors.

For further information:
Jukka-Pekka Joensuu
Chairman of the Board of Directors
Tel. 040 179 8855
jukka-pekka.joensuu@eversheds.fi

 

Contacts

  • Hyväksytty neuvonantaja:, Evli Oyj, +358 40 579 6210

About Administer Oyj

Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.

Administer Group consists of payroll management service company Silta Oy, accounting company Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and  associated companies. 
www.administergroup.com

Attachments

Administer Plc, Managers' Transactions, 24 September 2024 at 14 EEST

Person subject to the notification requirement

Name: Peter Aho

Position: Member of the Board/Deputy member

Issuer: Administer Oyj

LEI: 743700M4YLEWP2UNWG60

Notification type: INITIAL NOTIFICATION

Reference number: 78415/8/8

Transaction date: 2024-09-23

Venue: FIRST NORTH GROWTH MARKET FINLAND (FSME)

Instrument type: SHARE

ISIN: FI4000513411

Nature of transaction: DISPOSAL

Transaction details

(1): Volume: 50000 Unit price: 2.48 EUR

Aggregated transactions (1):

Volume: 50000 Volume weighted average price: 2.48 EUR

About Administer Oyj

Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.

Administer Group consists of payroll management service company Silta Oy, accounting company Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and  associated companies. 
www.administergroup.com

Attachments

Administer Plc, Corporate Action, 2 September 2024 at 16:10 EEST

The 20 661 new shares in Administer Plc subscribed in the directed share issue announced on 2 July 2024 have been entered in the trade register today 2 September 2024. Due to the share issues, the number of shares in Administer increased from 14,354,144 to 14,374,805 shares.

Public trading of the new shares in Nasdaq First North Growth Market Finland together with other shares in Administer will begin on or about 3 September 2024. The new shares produce all shareholder rights from the day of their registration in the trade register.

Additional information:
Kimmo Herranen
CEO
tel. +358 50 560 6322
kimmo.herranen@administer.fi

Certified advisor:
Evli Oyj
Tel: +358 40 579 6210

About Administer Oyj

Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.

Administer Group consists of payroll management service company Silta Oy, accounting company Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and  associated companies. 
www.administergroup.com

Attachments

Administer Plc – Corporate action 30 August, 2024 at 13:30 EET

Based on the authorisation given by the Annual General Meeting held on 10 April 2024, the Board of Directors of Administer Plc has decided on the share issue of a total of 20,661 new shares without payment to the company itself. The share issue will prepare for the needs of Administer Plc's agreement to acquire the majority of shares in Kuntalaskenta Oy.

The new shares will be entered in the Trade Register approximately by 2 September 2024, after which the company will immediately apply for the shares to be admitted to public trading on Nasdaq First North Growth Market Finland marketplace. The new shares will be admitted to public trading together with Administer's other shares approximately on 3 September 2024.

After the registration of the new shares, the total number of shares in the company is 14,374,805, of which 24 614 shares are held by the company as treasury shares.

 

Additional information:
Kimmo Herranen
CEO
tel. +358 50 560 6322
kimmo.herranen@administer.fi

Certified advisor:
Evli Oyj
Tel: +358 40 579 6210

About Administer Oyj

Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.

Administer Group consists of payroll management service company Silta Oy, accounting company Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and  associated companies. 
www.administergroup.com

Attachments

Administer Plc – Half-year Financial Review release 15 August 2024 at 8:30 EEST

This release is a summary of Administer’s Half-year Financial Review January-June 2024. The complete report is attached to this release as a pdf-file. It is also available at www.administergroup.com/en/investors.

Figures in parentheses refer to the comparison period in the previous year, unless otherwise stated.

January–June 2024

Key figures

  • Net sales were EUR 38.4 million (39.2), showing a decrease of 2.2%. Due to staffing, the Group’s net sales are more affected by fluctuations in economic cycles than before.
  • EBITDA was EUR 3.6 million (1.6), or 9.4% (4.0%) of the net sales. The company’s profitability programme is clearly reflected in the improved EBITDA.
  • Operating profit was EUR 0.6 million (–1.3), or 1.6% (–3.3%) of the net sales. The operating profit was weighed down by amortisation of goodwill from the acquisitions, amounting to EUR –2.0 million (–2.0) in total.

 April–June 2024

Key figures

  • Net sales were EUR 19.3 million (19.6), showing a decrease of 1.3%.
  • EBITDA was EUR 1.9 million (0.4), or 9.6% (2.3%) of the net sales.
  • Operating profit was EUR 0.4 million (–1.0), or 1.9% (–5.1%) of the net sales. The operating profit was weighed down by amortisation of goodwill from the acquisitions, amounting to EUR –1.0 million (–1.0) in total.

 Key events

  • In March 2024, the company published its revised strategy. The strategy is based on profitable growth and efficient use of business synergies, both in the customer interface and in internal processes.
  • The improvement in profitability compared to the corresponding period in the previous year demonstrates that the company has succeeded in making a significant turn-around in its profitability development.
  • In connection with the repayment of an old, subordinated loan related to Adner, the company signed an agreement that had a one-time positive impact of EUR 0.5 million on the financial income and result of the financial period in the second quarter.
  • The company has completed small acquisitions in its accounting firm business and housing management services.

KEY FIGURES

EUR million unless otherwise stated

1–6/

2024

1–6/

2023

Change, %

4–6/

2024

4–6/

2023

Change, %

1–12/

2023

Net sales

38.4

39.2

–2.2%

19.3

19.6

–1.3%

75.9

EBITDA

3.6

1.6

131.3%

1.9

0.4

320.5%

2.8

   % of net sales

9.4%

4.0%

 

9.6%

2.3%

 

3.8%

Operating profit (EBITA) adjusted with amortisation of goodwill

2.6

0.7

276.6%

1.4

–0.0

 

1.0

   % of net sales

6.9%

1.8%

 

7.1%

–0.1%

 

1.3%

Operating profit/loss

0.6

–1.3

 

0.4

–1.0

 

–3.0

Profit/loss before appropriations and tax

0.6

–1.6

 

0.6

–1.6

 

–3.9

Result adjusted with amortisation of goodwill

2.5

0.2

 

1.5

–0.3

 

0.1

   % of net sales

6.6%

0.4%

 

7.9%

–1.4%

 

0.1%

Result for the financial period

0.5

–1.8

 

0.5

–1.3

 

–3.9

Earnings per share (EPS)

0.04

–0.13

 

0.04

–0.09

 

–0.27

Return on equity (ROE), %

–5.6%

–6.3%

 

–5.6%

–6.3%

 

–14.1%

Equity ratio, %

46.4%

46.8%

 

46.4%

46.8%

 

44.0%

Debt-to-equity ratio, %

47.0%

51.5%

–8.7%

47.0%

51.5%

–8.7%

53.6%

Personnel on average

1,070

1,026

4.3%

1,088

1,127

–3.5%

1,110

CEO's review

I am extremely pleased with the EBITDA development during the first half of the year. The improvement in profitability compared to the corresponding period in the previous year demonstrates that we have succeeded in making a significant turn-around in our profitability development. Our revised strategy is proving that it works in practice. This is well demonstrated by, for example, the internal synergies in enhancing processes, as well as by the Group’s shared customers like Metsäkeskus Forest Centre. The relative improvement in EBITDA is also affected by the cyclical fluctuations in the accounting firm business.

The first half-year period of the year 2024 developed almost as planned. The one deviation from the plan mainly concerned net sales: our net sales decreased by 2.2% to EUR 38.4 million. Due to staffing, the Group’s net sales are more affected by fluctuations in economic cycles than before. Our profitability programme is clearly reflected in the improved EBITDA, which amounted to EUR 3.6 million, or 9.4% of net sales.

Administer and the City of Pieksämäki have signed an agreement on Kuntalaskenta becoming a subsidiary of Administer Plc, which previously had a minority ownership in the company. The transaction will be completed during the third quarter. With this change, we can integrate Kuntalaskenta into Administer Group’s management system and establish Kuntalaskenta as a responsible and reliable partner in financial management outsourcing in the public sector. This change supports our long-term strategy of being a relevant player as a partner for the public sector, where we see significant growth opportunities in the coming years.

The acquisition of Kuntalaskenta, now a subsidiary of the Group, will change our reporting in that Kuntalaskenta will be consolidated in the Group’s figures as of 1 September 2024. This will have a positive effect on our net sales and correspondingly a decreasing effect on the Group’s EBITDA, however, the impact is minor.

We have agreed on the repayment of an old, subordinated loan related to Adner, resulting in a one-time positive impact of EUR 0.5 million on the financial income and the result of the financial period in the second quarter. Adner Oy will be merged with the parent company during the latter part of the year, and the financial management outsourcing services offered by Adner to mid-sized companies will continue under the Administer brand.

Announced in March 2024, the Group’s revised strategy is based on profitable growth and efficient use of business synergies, both in the customer interface and in internal processes. The strategy clarifies our operations as a group, providing a framework for both growth and operational development. We have four strong primary brands: Silta Oy, Econia Oy, accounting firm Administer, and EmCe Solution Partner Oy. The versatile offering of these companies creates a unique whole, where different services support one another. We are implementing our strategy in all business operations.

The Group’s financial development in April–June 2024

In April–June, the Group’s net sales were EUR 19.3 million (19.6), showing a decrease of 1.3%. The decline in net sales was mainly due to the reduction in Econia’s net sales. In the second quarter, the decrease in net sales levelled off slightly compared to January–March. 

In April–June, EBITDA was EUR 1.9 million (0.4), or 9.6% (2.3%) of the net sales. The profitability programme is clearly reflected in the improved EBITDA, and the profitability improvement accelerated in the second quarter.

Business area review

During the review period, the net sales of Silta, which offers payroll and HR services, has continued its positive development. In January–June, the net sales increased by 4.1% and were EUR 13.2 million. In April–June, the net sales increased by 4.6% to EUR 6.7 million. The launch of expert rental services has started off as planned, and the objective is to continue expanding this business. The strategic business projects, such as expanding tailored productizations for different customer groups, are progressing.

The net sales of Econia, which offers HR services and staffing, international services, as well as domestic financial management services, declined by 9.7% to EUR 11.4 million in January–June. In April–June, the net sales declined by 4.5% and were EUR 6.0 million. The cyclical fluctuations in staffing impact the development of net sales. In Compliance services, a significant first step was taken together with a large Finnish energy industry player. Our proprietary Sedatus service platform had an important role in launching this initiative. In the financial management business, we have continued to gain new customers at a steady pace.

The net sales of Administer’s accounting firm business grew by 2.6%, amounting to EUR 9.5 million in January–June. In April–June, the net sales declined by 0.3% and were EUR 4.6 million. The accounting firm business has been particularly successful in public competitive tendering related to the outsourcing of the financial management of larger organisations. Expanding the automation of AI-based functions in the eFina system has continued, making the business considerably more effective. The most important strategic initiative is the continuous development of customer satisfaction, and the Group has invested in this initiative in particular during the review period.

In January–June, the net sales of EmCe, which provides software services, decreased by 1.8% to EUR 4.0 million. In April–June, the net sales declined by 1.9% and were EUR 1.9 million. The Business Central ERP business, in particular, has gained new customers. We continued the development of the degree of automation and usability of our own software during the review period. The strategic goal of increasing synergies is reflected especially in the utilisation of EmCe software in the Group’s shared customer relationships.

In the current economic climate, organic growth poses a challenge in all our business operations. We seek to find solutions to this by crystallising our own strengths and utilising the Group’s synergies more efficiently than before. In line with our strategy, we plan to grow profitably in Finland and selected markets in the Baltic Sea region, both organically and inorganically. The turn-around in profitability also provides us with better prerequisites for growth through acquisitions.

We can be satisfied with our performance during the first half of the year, and for this, I would like to give special thanks to our excellent staff and all our customers. At the same time, I recognise that we can still significantly improve on our current performance level.

Kimmo Herranen 
CEO

Outlook

Administer seeks to continue growth investments as well as organic and inorganic growth in 2024. Administer estimates that its net sales will be EUR 76–81 million and its EBITDA margin will be 6–9% in 2024.

Risks and near-term uncertainties

Interruptions or disturbances in Administer’s IT, network or communication systems may lead to unforeseen costs and malfunctions and be detrimental to the business operations of the company or its customers. Data security breaches targeted at IT systems and data links, or other data security breaches, may be detrimental to Administer or its customers and negatively impact Administer’s business.

Administer’s field of business is competitive, and the competition is fragmented, which may have a negative impact on the company’s operations if Administer is unable to respond to competitor pricing or service quality or fails to develop new products or services.

Corporate acquisitions are an important part of the company’s growth strategy. Administer may fail in integrating corporate acquisitions or finding new acquisition targets or an acquisition may fail.

Administer’s brand and reputation are important competitive advantages, and reputation damage might have negative impacts on Administer’s business and market position.

There are still uncertainties relating to the development of the Finnish economy, as economic growth turned negative in the latter half of 2022. Administer has no business operations in Russia or Ukraine, but the reduced financial activity may also have negative impacts on Administer’s net sales and result through customer companies.  

The acceleration of inflation in Finland may also be reflected in wages and, together with personnel turnover, increase Administer’s expenses and weaken profitability if the company is not able to transfer the increased expenses into the prices of the services it produces. The acceleration of inflation may also increase interest rates and thereby impact the price of external funding of Administer. 

The company may not succeed in acquiring funding with affordable terms or at all, and its financing expenses may increase. Also, breaching the covenants included in the credit agreements of the company and its Group companies may complicate the availability of funding for the company, increase the company’s financing expenses, or lead to premature maturity of the Group’s loans.

 

More information

Kimmo Herranen, CEO, kimmo.herranen@administer.fi, tel. +358 50 560 6322
Kalle Lehtonen, CFO, kalle.lehtonen@administer.fi, tel. +358 400 539 968

 

Webinar 

CEO Kimmo Herranen and CFO Kalle Lehtonen will present the result in a webinar on 15 August 2024 at 11:00 a.m. EEST. Questions can be sent during the event via the chat function. 

You can join the webinar at https://administer.videosync.fi/q2-2024.

A recording will be available after the event at https://administergroup.com/en/investors/.

Contacts

  • Hyväksytty neuvonantaja:, Evli Oyj, +358 40 579 6210

About Administer Oyj

Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.

Administer Group consists of payroll management service company Silta Oy, accounting company Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and  associated companies. 
www.administergroup.com

Attachments

Administer Plc Company release 2 July 2024 10.30 EET

Administer Plc has submitted a bid to the City of Pieksämäki for the shares of Kuntalaskenta Oy. The bid has been approved by the Board of Directors of Administer Plc and the Pieksämäki City Council. The transaction is expected to take place in early autumn and a part of the total price is intended to be paid with new shares through directed share issue.

With the acquisition, 40.1 per cent of the shares of Kuntalaskenta will be transferred to Administer Plc. The purchase price is 120.000 euros, of which 50.000 euros will be paid with Administer Plc’s shares. After this acquisition Administer’s share of ownership of Kuntalaskenta Oy’s shares is 90 per cent. The remaining 10 per cent of the shares of Kuntalaskenta still under the ownership of the City of Pieksämäki will be acquired at market price in three years’ time on the basis of a predetermined valuation principle. Previously, Administer Plc was a minority shareholder in Kuntalaskenta.

“The transaction now concluded shows that we at Administer Group are committed to the long-term development of Kuntalaskenta. We will do everything we can to stabilise the company’s situation as soon as possible. With this change, we want to ensure that Kuntalaskenta is able to offer its customers reliable and consistent service in the future. The financial management services offered by Kuntalaskenta to the public sector complement the service offering of our Group well,” says Kimmo Herranen, CEO of Administer Plc.

Kuntalaskenta was established in 2004, and the company has approximately 25 employees. Its turnover in 2023 was EUR 2.25 million.

Further information:
Kimmo Herranen
CEO
Administer Plc
tel. +358 (0)50 560 6322
kimmo.herranen@administer.fi

Certified advisor: 
Evli Oyj
Tel: +358 40 579 6210 

About Administer Oyj

Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.

Administer Group consists of payroll management service company Silta Oy, accounting company Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and  associated companies. 
www.administergroup.com

Attachments

Administer Plc Flagging notification 5 June, 2024 at 12 EET

Administer Oyj has on 5 June, 2024, received a notification from Peter Aho. The notification was made pursuant to chapter 9, section 10 of the Securities Market Act. Under the transition rules of the act 163/2024 amending the Finnish Securities Market Act (Amending Act), a shareholder in a First North listed company is required to notify major holdings within two months from the entry into force of the Amending Act. The notification has been made based on said transition rules, and not an acquisition or disposal of shares.

Shares and voting rights are according the situation on 19 April 2024, effective date of the Amending Act.

Total positions of Peter Aho subject to the notification obligation:

 

% of shares and voting rights 

% of shares and voting rights through financial instruments

Total of both in %

Total number of shares and voting rights of issuer

Resulting situation on the date on which threshold was crossed or reached

47,59 %

 

47,59 %

14 354 144

 

 

 

Number of shares and voting rights 

% of shares and voting rights

Class/type of shares

ISIN code

 

Direct
(SMA 9:5)

Indirect
(SMA 9:6 and 9:7)

Direct
(SMA 9:5)

Indirect
(SMA 9:6 and 9:7)

 

FI4000513411

6 830 980

 

47,59 %

6 830 980

                       

Kimmo Herranen
CEO
Administer Oyj
phone +358 50 560 6322
kimmo.herranen@administer.fi

 

Certified advisor:
Evli Oyj
phone +358 40 579 6210

About Administer Oyj

Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.

Administer Group consists of payroll management service company Silta Oy, accounting company Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and  associated companies. 
www.administergroup.com

Attachments

Administer Plc Flagging notification 5 June,2024 at 12 EET

Administer Oyj has on 5 June, 2024, received a notification from Ilmarinen pension insurance company. The notification was made pursuant to chapter 9, section 10 of the Securities Market Act. Under the transition rules of the act 163/2024 amending the Finnish Securities Market Act (Amending Act), a shareholder in a First North listed company is required to notify major holdings within two months from the entry into force of the Amending Act. The notification has been made based on said transition rules, and not an acquisition or disposal of shares.

Shares and voting rights are according the situation on 19 April 2024, effective date of the Amending Act.

Total positions of Ilmarinen pension insurance company subject to the notification obligation:

 

% of shares and voting rights 

% of shares and voting rights through financial instruments

Total of both in %

Total number of shares and voting rights of issuer

Resulting situation on the date on which threshold was crossed or reached

8,71 %

 

8,71 %

1 250 000

 

 

 

Number of shares and voting rights 

% of shares and voting rights

Class/type of shares

ISIN code

 

Direct
(SMA 9:5)

Indirect
(SMA 9:6 and 9:7)

Direct
(SMA 9:5)

Indirect
(SMA 9:6 and 9:7)

 

FI4000513411

1 250 000

 

8,71 %

1 250 000

                       

Kimmo Herranen
CEO
Administer Oyj
phone +358 50 560 6322
kimmo.herranen@administer.fi

 

Certified advisor:
Evli Oyj
phone +358 40 579 6210

About Administer Oyj

Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.

Administer Group consists of payroll management service company Silta Oy, accounting company Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and  associated companies. 
www.administergroup.com

Attachments

Administer Plc Flagging notification 5 June 2024 at 12 EET

Administer Oyj has on 5 June, 2024, received a notification from Rolf Backlund. The notification was made pursuant to chapter 9, section 10 of the Securities Market Act. Under the transition rules of the act 163/2024 amending the Finnish Securities Market Act (Amending Act), a shareholder in a First North listed company is required to notify major holdings within two months from the entry into force of the Amending Act. The notification has been made based on said transition rules, and not an acquisition or disposal of shares.

Shares and voting rights are according the situation on 19 April 2024, effective date of the Amending Act.

Total positions of Rolf Backlund subject to the notification obligation:

 

% of shares and voting rights 

% of shares and voting rights through financial instruments

Total of both in %

Total number of shares and voting rights of issuer

Resulting situation on the date on which threshold was crossed or reached

8,60 %

 

8,60 %

14 354 144

 

 

 

Number of shares and voting rights 

% of shares and voting rights

Total number of shares and voting rights

Class/type of shares

ISIN code

 

Direct
(SMA 9:5)

Indirect
(SMA 9:6 and 9:7)

Direct
(SMA 9:5)

Indirect
(SMA 9:6 and 9:7)

 

 

FI4000513411

28 742

1 250 508

0,20 %

8,40 %

1 234 250

            

Kimmo Herranen
CEO
Administer Oyj
phone +358 50 560 6322
kimmo.herranen@administer.fi

 

Certified advisor:
Evli Oyj
phone +358 40 579 6210

About Administer Oyj

Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.

Administer Group consists of payroll management service company Silta Oy, accounting company Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and  associated companies. 
www.administergroup.com

Attachments

Administer Plc Company release 8 May 2024 at 8:30 EEST

Administer Plc: Business review 1 January–31 March 2024

Figures in parenthesis refer to the comparison period in the previous year, unless otherwise stated.

JanuaryMarch 2024

Key figures

  • Net sales EUR 19.0 million (19.6), showing a decrease of –3.1%. The decrease in the Group’s net sales is caused particularly by the cyclical fluctuations in staffing.
  • EBITDA EUR 1.7 million (1.1), or 9.1% (5.7%) of the net sales. The implementation of our profitability programme is reflected in increasing profitability: EBITDA increased by 56%.
  • Operating profit EUR 0.2 million (–0.3), or 1.3% (–1.4%) of the net sales. The operating profit was weighed down by amortisation of goodwill from the acquisitions, amounting to EUR –1,0 million (–1,0) in total.

Key events

  • The company continued its profitability programme, started in August 2023, which focuses on improving long-term financial results and profitability.
  • In March 2024, the company published its revised strategy. The strategy is based on profitable growth and efficient use of business synergies, both in customer interface and in internal processes.
  • In January 2024, the company acquired the accounting business of Pohjanmaan Laskenta Oy, operating in the Vaasa region. The acquisition strengthens Administer’s operations in the Vaasa region, where the company already has its own office.

Key figures

 EUR million unless otherwise stated

 1‒3/
2024

 1‒3/
2023

 Change, %

 1‒12/
2023

Net sales

19.0

19.6

3.1%

75.9

EBITDA

1.7

1.1

+56.0%

2.8

     % of net sales

9.1%

5.7%

3.8%

Operating profit (EBITA) adjusted with amortisation of goodwill

1.3

0.7

+76.5%

1.0

     % of net sales

6.6%

3.6%

1.3%

Operating profit/loss

0.2

–0.3

–3.0

Profit/loss before appropriations and tax

0.0

–0.4

–3.9

Result adjusted with amortisation of goodwill

1.0

0.4

+136.9%

0.1

     % of net sales

5.3%

2.2%

0.1%

Earnings per share (EPS)

–0.00

–0.04

 

–0.27

Return on equity (ROE), %

–12.1%

–4.1%

–14.1%

Equity ratio, %

45.1%

49.0%

44.0%

Debt-to-equity ratio, %

53.6%

47.6%

53.6%

Personnel on average

1,029

1,073

–4.1%

1,110

 

CEO’s review

The first quarter of the year 2024 was realised almost as planned. Our net sales decreased 3.1%, amounting to EUR 19.0 million (EUR 19.6 million). Due to staffing, the Group’s net sales are more affected by fluctuations in economic cycles than before. A significant share of staffing services provided by Econia is focused on primary production, with the busiest operating period being in the second and third quarters of the year. Our profitability programme is clearly reflected in the improved EBITDA, which amounted to EUR 1.7 million, or 9.1% of net sales (EUR 1.1 million, or 5.7%).

In March 2024, we published the revised Group strategy. It is based on profitable growth and efficient use of business synergies, both in customer interface and in internal processes. The strategy clarifies our operations as a group, providing a framework for both growth and operative development. We have four strong primary brands: Silta Oy, Econia Oy, accounting firm Administer, and EmCe Solution Partner Oy. The versatile offering of these companies creates a unique whole, where different services support one another. We are implementing our strategy in all business operations. 

During the review period, the net sales of Silta, which offers payroll and HR services, grew 3.5%, amounting to EUR 6.5 million (EUR 6.3 million). In sales, we succeeded in acquiring new clients and the commissioning of these projects will start later this spring. In staffing, we succeeded in strengthening the business and expanding to payroll experts. In line with the new strategy, the business will continue to invest in maintaining growth and improving the customer experience.

The development of the net sales of Econia, which provides HR services and staffing, international expert services, and domestic financial management services, was significantly affected by the general economic uncertainty, including strikes, and seasonal fluctuations in staffing in particular. The company’s net sales decreased by 14.8%, amounting to EUR 5.4 million (EUR 6.4 million). We estimate the net sales to grow in the second and third quarters of 2024. With the acquisition we made in 2023 relating to Compliance services, we expanded our service model for preventing a grey economy, which is reflected in the stronger and more international offer base. The strategic goal of the business is profitable growth and continuous development of expertise.

The net sales of Administer’s accounting firm business grew by 5.5%, amounting to EUR 4.9 million (EUR 4.5 million). Early in the year, the accounting firm business was successful in public tendering, one example being the new framework agreement with the City of Espoo. In our own software development, eFina underwent a significant automation reform, based on artificial intelligence, to account for purchase invoices. Increasing the degree of automation remains central in the future. The strategic focus of the business is on customer satisfaction and developing the personnel’s expertise. 

The net sales of EmCe, which provides software services, remained unchanged, amounting to EUR 2.1 million (EUR 2.1 million). Early in the year, we were successful in sales, and the company acquired significant new clients. Additional sales to existing clients were also successful during the review period. The expansion in the use of EmCe software within the Group has progressed well. The business has continued the development of the degree of automation and usability of our own software.

In the current market situation, we can be satisfied with the development of profitability and the level of net sales. The measures taken in the autumn of 2023 are now positively reflected in profitability, and the new strategy gives us a good basis to continue developing our business in line with our targets. Regardless of future developments in the Finnish economy, our goal remains to be a growth company.    

 

Kimmo Herranen
CEO

Outlook

Administer seeks to continue growth investments as well as organic and inorganic growth in 2024. Administer estimates that its net sales will be EUR 76–81 million and its EBITDA margin will be 6–9% in 2024.

More information

Kimmo Herranen, CEO, kimmo.herranen@administer.fi, tel. +358 50 560 6322
Kalle Lehtonen, CFO, kalle.lehtonen@administer.fi, tel. +358 400 539 968

Webinar

CEO Kimmo Herranen and CFO Kalle Lehtonen will present the result in a webinar on 8 May 2024 at 11.00 a.m. EET. Questions can be sent during the event via the chat function. 

You can join the webinar at https://administer.videosync.fi/q1-2024-results

 

Contacts

  • Hyväksytty neuvonantaja:, Evli Oyj, +358 40 579 6210

About Administer Oyj

Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.

Administer Group consists of payroll management service company Silta Oy, accounting company Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and  associated companies. 
www.administergroup.com

Attachments

Administer Plc, Company release 10 April 2024 at 16.15 EET

The Annual General Meeting of Administer Plc (the “Company”) was held today on 10 April 2024 in Helsinki, Finland. The meeting was held as a hybrid meeting in accordance with Chapter 5, Section 16, Subsections 1 and 2 of the Finnish Companies Act (621/2006, as amended).

Adoption of financial statements and discharge from liability

The Annual General Meeting adopted the financial statements for the financial year of 2023 and discharged the members of the Board of Directors and the CEO from liability.

Use of the profit shown on the balance sheet and the payment of dividend

The Annual General Meeting resolved in accordance with the proposal of the Board of Directors that no dividend be paid based on the balance sheet adopted for the financial year ended 31 December 2023.

Members and remuneration of the Board of Directors

The number of the members of the Board of Directors was confirmed to be six (6). Peter Aho, Jukka-Pekka Joensuu, Risto Koivula, Milja Saksi, Leena Siirala and Minna Vanhala-Harmanen were re-elected as board members.

The annual remuneration of the Chair and members of the Board of Directors shall remain unchanged and therefore the Chair of the Board shall be paid an annual remuneration of EUR 50,000 and other members of the Board shall each be paid an annual remuneration of EUR 25,000. Additionally, should the Board of Directors elect a Deputy Chair, the Deputy Chair’s annual remuneration shall be EUR 35,000. If a Board member resigns during his/her term of office, the remuneration will be paid in proportion to the term of office actually taken place.

The committee members shall be paid EUR 500 per meeting. Board members’ and committee members’ travel expenses shall be reimbursed in accordance with the Company's travel policy. 

Election and remuneration of the Auditor

Ernst & Young Oy, authorized public accountants, was re-elected as the Company’s Auditor for the term ending at the close of the next Annual General Meeting. Ernst & Young Oy has announced that it will appoint Johanna Winqvist-Ilkka, APA, as the auditor with principal responsibility.

The Auditor’s fees will be paid against the Auditor’s reasonable invoice approved by the Company.

Authorizing the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares

The Board of Directors was authorized to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares. The authorization covers a maximum of 1,435,414 shares, which corresponds to approximately 10 percent of all shares in the Company. Only the unrestricted equity of the Company can be used to repurchase own shares on the basis of the authorization.

Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market. The Board of Directors decides how own shares will be repurchased and/or accepted as pledge. Shares can be repurchased using, among other things, derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the existing shareholders (directed repurchase).

The authorization allows the repurchase and/or the acceptance as pledge of shares in order to, among other things, develop the Company’s capital structure, to finance or implement eventual acquisitions, investments or other arrangements that are part of the business, or to be used in the Company’s incentive or reward systems.

The authorization is effective until the end of the next Annual General Meeting; however, no longer than until 30 June 2025.

Authorizing the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares

The Board of Directors was authorized to decide on the issuance of shares and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act. The authorization covers a maximum of 1,435,414 shares, which corresponds to approximately 10 percent of all shares in the Company.

The Board of Directors decides on all terms of the issuance of shares and of special rights entitling to shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue).

The authorization is effective until the end of the next Annual General Meeting; however, no longer than until 30 June 2025.

The minutes of the Annual General Meeting

The minutes of the Annual General Meeting will be available on the Company’s website at www.administergroup.com/en/investors/ on 24 April 2024 at the latest.

The organising meeting of the Board of Directors

In its organising meeting, the Board of Directors of the Company has elected Jukka-Pekka Joensuu as the Chair of the Board of Directors.

The Board of Directors has elected Leena Siirala as the Chair as well as Jukka-Pekka Joensuu and Risto Koivula as members of the Company’s Audit Committee.

Administer Plc 

The Board of Directors

 

Further information 

Kimmo Herranen
CEO
Administer Plc
Tel. +358 50 560 6322
kimmo.herranen@administer.fi

Certified Adviser: Evli Pankki Oyj, +358 40 579 6210

About Administer Oyj

Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.

Administer Group consists of payroll management service company Silta Oy, accounting company Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and  associated companies, for example Kuntalaskenta Oy. 
www.administergroup.com

Attachments

Administer Plc, Managers' Transactions, 5 April 2024 at 12:00 EET

Person subject to the notification requirement

Name: Kimmo Herranen

Position: Chief Executive Officer

Issuer: Administer Oyj

LEI: 743700M4YLEWP2UNWG60

Notification type: INITIAL NOTIFICATION

Reference number: 57460/4/4

 

Transaction date: 2024-04-04 

Venue: NASDAQ HELSINKI LTD (XHEL)

Instrument type: SHARE

ISIN: FI4000513411

Nature of transaction: ACQUISITION

Transaction details

(1): Volume: 480 Unit price: 2.54 EUR

(2): Volume: 20 Unit price: 2.56 EUR

(3): Volume: 6 Unit price: 2.48 EUR

 

Aggregated transactions (3):

Volume: 506 Volume weighted average price: 2.54008 EUR

About Administer Oyj

Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.

Administer Group consists of payroll management service company Silta Oy, accounting company Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and  associated companies, for example Kuntalaskenta Oy. 
www.administergroup.com

Attachments

Administer Plc Company release 20 March 2024 at 12.30 EET

Administer Plc has today, 20 March 2024, published its annual report for the year 2023. The annual report contains the Report by the Board of Directors and the Financial Statements 2023.

The annual report is attached to this release, and it is also available in English and Finnish at www.administergroup.com/investors.

 

Further information:
Kimmo Herranen
CEO
Administer Plc
Tel: +358 50 560 6322
kimmo.herranen@administer.fi

 

Kalle Lehtonen 
CFO
Administer Plc
Tel: + 358 40 053 9968
kalle.lehtonen@administer.fi

Seija Uusitalo
Director, Communications and sustainability
Administer Plc
Tel: + 358 40 844 8404
seija.uusitalo@administer.fi

About Administer Oyj

Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.

Administer Group consists of payroll management service company Silta Oy, accounting company Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and  associated companies, for example Kuntalaskenta Oy. 
www.administergroup.com

Attachments

Administer Plc, Managers' Transactions, 19 March 2024 at 16:15 EET

Person subject to the notification requirement

Name: Kimmo Herranen

Position: Chief Executive Officer

Issuer: Administer Oyj

LEI: 743700M4YLEWP2UNWG60

Notification type: INITIAL NOTIFICATION

Reference number: 55949/4/4

Transaction date: 2024-03-18

Venue: NASDAQ HELSINKI LTD (XHEL)

Instrument type: SHARE

ISIN: FI4000513411

Nature of transaction: ACQUISITION

Transaction details

(1): Volume: 700 Unit price: 2.49 EUR

Aggregated transactions (1):

Volume: 700 Volume weighted average price: 2.49 EUR

Administer Plc
Administer Group is a multi-talent in personnel and financial services. We offer payroll and financial management services, software services, consulting, staffing and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.

Administer Group consists of payroll management service company Silta Oy, accounting firm Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and associated companies, for example Kuntalaskenta Oy. www.administergroup.com

Attachments

Administer Plc Company release/Notice to Annual General Meeting 18 March 2024 15.00 EET

Notice is given to the shareholders of Administer Plc (’the “Company’’) to participate in the Annual General Meeting to be held on Wednesday 10 April 2024 at 10:00 a.m. (EEST) at Töölönlahdenkatu 2, Helsinki (event venue Eliel, Sanomatalo) The reception of persons who have registered for the meeting and distribution of voting tickets will start at 9:30 a.m. at the meeting venue. 

The meeting will be held as a hybrid meeting in accordance with Chapter 5, Section 16, Subsections 1 and 2 of the Finnish Companies Act (624/2006 as amended, ‘’Companies Act’’), so that shareholders may exercise their shareholder rights fully during the meeting via real time remote connection. A notice given by a shareholder that they will participate in the Annual General Meeting via remote connection is binding. 

Shareholders may also participate to the Annual General Meeting by voting in advance on certain agenda items. 

Instructions for participation via remote connection and advance voting are presented in Part C (Instructions for the participants in the Annual General Meeting) of this notice. 

A. Matters on the agenda of the Annual General Meeting 

The following matters will be considered at the Annual General Meeting: 

1. Opening the meeting 

2. Calling the meeting to order 

3. Election of the persons to scrutinize the minutes and verify the counting of votes 

4. Recording the legality of the meeting  

5. Recording attendance at the meeting and adoption of the voting list  

6. Presentation of the financial statements, the Board of Directors’ report and the auditor’s report for the year 2023 

Presentation of CEO’s review. 

Administer Plc’s financial statement can be found attached to this invitation (in Finnish only). Administer Plc’s annual report, which includes financial statements, report of the Board of Directors and auditor’s report, is available on the Company’s website at https://administergroup.com/en/investors/governance/general-meeting/general-meeting-2024/ in week 12.   

7. Adoption of the financial statements 

The Board of Directors proposes that the Annual General Meeting adopt the financial statements for 2023. 

8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend  

The Board of Directors proposes to the Annual General Meeting that no dividend be paid based on the balance sheet adopted for the financial year ended 31 December 2023. 

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial year of 1 January to 31 December 2023  

10. Resolution on the remuneration of the members of the Board of Directors 

The Shareholders’ Nomination Board proposes to the Annual General Meeting that the annual remuneration of the Chair and members of the Board of Directors shall remain unchanged and therefore would be as follows: 

  • Chair of the Board shall be paid an annual remuneration of EUR 50,000
  • Each Board member shall be paid an annual remuneration of EUR 25,000 

The Shareholders’ Nomination Board further proposes that should the Board of Directors elect a Deputy Chair, the Deputy Chair’s annual remuneration shall be EUR 35,000. 

If a board member resigns during his/her term of office, the remuneration will be paid in proportion to the term of office actually taken place. 

The Shareholders’ Nomination Board further proposes that board committee members shall be paid a meeting fee of EUR 500 per meeting. 

Moreover, the Nomination Board proposes that the Board and committee members’ travel expenses shall be reimbursed in accordance with the Company’s travel policy. 

11. Resolution on the number of the members of the Board of Directors 

The Shareholders’ Nomination Board proposes to the Annual General Meeting that the Company’s Board of Directors be composed of six (6) ordinary members.   

12. Election of the members of the Board of Directors 

The Shareholders’ Nomination Board proposes to the Annual General Meeting that the current members of the Board of Directors Peter Aho, Jukka-Pekka Joensuu, Risto Koivula, Milja Saksi, Leena Siirala and Minna Vanhala-Harmanen be re-elected. 

All candidates have given their consent for the election. The Board members’ term of office shall last until the close of the Annual General Meeting following the election. 

Further information on the current members of the Board of Directors is available on the Company’s website at https://administergroup.com/en/investors/governance/board-of-directors/

The Shareholders’ Nomination Board proposes to the organizing meeting of the Board of Directors convening after the Annual General Meeting that Jukka-Pekka Joensuu be elected as the Chairman of the Board. 

Of the board member candidates, Risto Koivula, Milja Saksi, Leena Siirala, and Minna Vanhala-Harmanen are independent of the Company and its major shareholders. Peter Aho is not independent of the Company or its major shareholders. Jukka-Pekka Joensuu is not independent of the Company but is independent of its major shareholders. 

In the selection of the Board member candidates, the Nomination Board has emphasized the Company’s strategic objectives as well as the relevant experience and competence of the candidates. Further, in its selection process the Nomination Board has considered the diversity of the Board. 

13. Resolution on the remuneration of the Auditor 

The Board of Directors proposes to the Annual General Meeting that the Auditor’s fees be paid against the Auditor’s reasonable invoice approved by the Company. 

14. Election of the Auditor  

The Board of Directors proposes to the Annual General Meeting that Ernst & Young Oy, authorized public accountants, be re-elected as the Company’s Auditor for the term ending at the close of the next Annual General Meeting. Ernst & Young Oy has announced that it will appoint Johanna Winqvist-Ilkka, APA, as the auditor with principal responsibility. 

15. Authorizing the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares  

The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares as follows. 

The number of own shares to be repurchased and/or accepted as pledge shall not exceed 1,435,414 shares, which corresponds to approximately 10 per cent of all shares in the Company on the day of this notice. Only the unrestricted equity of the Company can be used to repurchase own shares on the basis of the authorization. 

Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market. 

The Board of Directors decides how own shares will be repurchased and/or accepted as pledge. Shares can be repurchased using, among other things, derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the existing shareholders (directed repurchase). 

The authorization allows the repurchase and/or the acceptance as pledge of shares in order to, among other things, develop the Company’s capital structure, to finance or implement eventual acquisitions, investments or other arrangements that are part of the business, or to be used in the Company’s incentive or reward systems. 

The authorization is effective until the end of next Annual General Meeting; however, no later than 30 June 2025. 

16. Authorizing the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares 

The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to decide on the issuance of shares and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act as follows. 

The number of shares to be issued on the basis of this authorization shall not exceed 1,435,414 shares, which corresponds to approximately 10 per cent of all shares in the Company on the day of this notice. 

The Board of Directors decides on all terms of the issuance of shares and of special rights entitling to shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive right (directed issue). 

The authorization is effective until the end of the next Annual General Meeting; however, no longer than 30 June 2025. 

17. Closing of the meeting  

B. Annual General Meeting documents

This notice, which contains all the resolution proposals of the agenda of the Annual General Meeting, is available on Administer Plc’s website at https://administergroup.com/en/investors/governance/general-meeting/general-meeting-2024/. Administer Plc’s financial statement can be found attached to this invitation (in Finnish only). Administer Plc’s annual report, which includes financial statements, the report of Board of Directors and the auditor’s report, is available at the above-mentioned Company’s website in week 12. The resolution proposals and other documents mentioned above will also be available at the Annual General meeting. 

The minutes of the Annual General Meeting will be available on the above-mentioned website on 24 April 2024 at the latest. 

C. Instructions for the participants in the Annual General Meeting 

1. Shareholder registered in the register of shareholders

Each shareholder who on the record date of the Annual General Meeting, 27 March 2024, is registered in the Company’s register of shareholders maintained by Euroclear Finland Ltd, has the right to participate in the Annual General Meeting. A shareholder whose shares are registered in their Finnish book-entry account is registered in the Company’s register of shareholders.

Registration for the Annual General Meeting will begin on 19 March 2024 at 10:00 a.m. (EEST) A shareholder registered in the Company’s register of shareholders who wishes to participate in the Annual General Meeting, must register for the meeting no later than 3 April 2024 at 4:00 p.m. (EEST), by which time the registration must have been received.

Shareholders can register for the meeting by one of the following means:

a) through the website: https://administergroup.com/en/investors/governance/general-meeting/general-meeting-2024/

Online registration requires that the shareholders or their statutory representatives or proxy representatives use strong electronic authentication by a Finnish, Swedish or Danish bank ID or mobile certificate.

b) by mail to Innovatics Ltd, Annual General Meeting / Administer Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland, or by email to agm@innovatics.fi.

When registering, a shareholder is requested to provide information such as their name, date of birth/business ID, contact details and the name of the proxy representative, statutory representative, or assistant and date of birth of the proxy representative or statutory representative, if any. The personal data given by the shareholder to the Company or Innovatics Ltd is only used in connection with the Annual General Meeting and with the processing of related necessary registrations. Shareholders registering by e-mail or post are recommended to use the registration and advance voting form available on the Company's website https://administergroup.com/en/investors/governance/general-meeting/general-meeting-2024/ for registration and possible advance voting.

Upon request, shareholders, their proxy representatives, statutory representatives or assistant must be able to prove their identity and/or right of representation at the meeting venue.

Further information on registration and advance voting is available by telephone during the registration period of the Annual General Meeting by calling Innovatics Oy at +358 (0) 10 2818 909 on weekdays from 9:00 a.m. (EEST) to 12:00 p.m. (EEST) and from 1:00 p.m. (EEST) to 4:00 p.m. (EEST).

2. Holders of nominee-registered shares 

A holder of nominee-registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which they would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Ltd. on the record date of the Annual General Meeting, 27 March 2024. In addition, the right to participate in the Annual General Meeting requires that the shareholder, on the basis of such shares, has been temporarily registered into the shareholders’ register held by Euroclear Finland Oy by 10:00 a.m. (EEST) on 5 April 2024 at the latest. For the nominee-registered shares, this constitutes due registration for the Annual General Meeting.

A holder of nominee-registered shares is advised to request well in advance the necessary instructions regarding temporary registration in the Company’s register of shareholders, the issuing of proxy documents and voting instructions, voting in advance and registration for the Annual General Meeting from their custodian. The account manager of the custodian shall temporarily register a holder of nominee-registered shares who wants to participate in the Annual General Meeting in the Company’s register of shareholders at the latest by the time stated above, and, if necessary, take care of advance voting on behalf of a holder of nominee-registered shares prior to the end of the registration period concerning holders of nominee-registered shares. For the sake of clarity, it is noted that holders of nominee-registered shares cannot register directly for the Annual General Meeting on the Company's website but must register through a custodian.

3. Proxy representative and powers of attorney 

A shareholder may participate in the Annual General Meeting and exercise their rights at the meeting also by way of proxy representation. A proxy representative may also vote in advance in the manner described in this notice. Proxy representatives must use strong electronic authentication when registering for the meeting and voting in advance online, after which they can register and vote in advance on behalf of the shareholder they represent. Proxy representatives shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder in the Annual General Meeting. The statutory right of representation may be demonstrated by using the Suomi.fi electronic authorizations service, which is in the use in the online registration service.

Should a shareholder participate in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.

A template for proxy document is available on the Company’s website at https://administergroup.com/en/investors/governance/general-meeting/general-meeting-2024/. Possible proxy documents should be primarily sent in connection with the online registration as attachments or alternatively by post to Innovatics Ltd, Annual General Meeting / Administer Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to agm@innovatics.fi before the registration period ends. In addition to delivering proxy documents, shareholders or their proxy representatives shall see to the registration for the Annual Meeting in the manner described in this notice.

4. Remote participation for the meeting

Shareholders who have the right to participate in the General Meeting may participate in the meeting and exercise their rights fully during the meeting either at the meeting venue or via remote connection.

A notice given by shareholders or proxy representatives that they will participate in the General Meeting via remote connection is binding, and after the end of the registration period the shareholders or proxy representatives do not have the right to change their means of participation or participate in the meeting at the meeting venue. However, a notice of participation via remote connection given by a shareholder’s proxy representative does not limit the right of the shareholder’s other proxy representatives to participate in the meeting at the meeting venue.

The remote connection to the General Meeting will be implemented through Inderes Plc’s virtual AGM service using the Videosync platform, which includes video and audio access to the Annual General Meeting. Using the remote connection does not require software or downloads subject to a charge. In addition to an internet connection, participation requires a computer, smartphone or tablet with speakers or headphones for audio playback as well as microphone for oral questions and comments. The following browsers are recommended for remote participation: Chrome, Firefox, Edge, Safari or Opera. Shareholder is responsible for the functioning of their internet connection and equipment during the meeting. In order to prepare for technical disruptions, shareholders attending the meeting remotely are recommended to vote in advance. It is recommended to log in to the meeting system well before the meeting starts.

The participation link and password for remote connection will be sent by email and/or SMS to the email address and/or mobile phone number provided at the time of registration to all those who have registered for the Annual General Meeting no later than on the day before the Annual General Meeting.  Thus, advance voters and the shareholders registered to onsite event may participate in the Annual General Meeting remotely via telecommunication. The votes cast by advance voters will be taken into account in the decision-making at the Annual General Meeting, regardless of whether they participate in the General Meeting remotely or not. The remote participants will be able to change their advance votes during the meeting, should a vote take place.

For more information on the general meeting service, additional instructions, contact details of the service provider and instructions in case of possible disruptions can be found at https://vagm.fi/support. A link to test the compatibility of your computer, smartphone, or a tablet with the network connection, please visit https://demo.videosync.fi/agm-compatibility?language=fi. It is recommended that the detailed participation instructions are read before the meeting.

5. Voting in advance

A shareholder whose shares in the Company are registered on the shareholder’s Finnish book-entry account can vote in advance on agenda items no. 7 to 16 of the Annual General Meeting during the period between 19 March 2024 at 10:00 a.m. until 3 April 2024 at 4:00 p.m. (EEST).

a) through the Company’s website at https://administergroup.com/en/investors/governance/general-meeting/general-meeting-2024/ 

Shareholders can sign into the advance voting service the same way as to the online registration service referred to above in the section C.1 of this notice.

b) By mail or email by submitting the advance voting form available on the Company’s website or corresponding information to Innovatics Ltd, Annual General Meeting / Administer Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to the address agm@innovatics.fi.

The advance votes must be received by prior to the expiry of the advance voting period.  If advance votes are sent in before the end of registration and advance voting period as described herein, this constitutes due registration to the Annual General Meeting, as long as the provided information contains all information needed to process registration.

Unless shareholders voting in advance are present at the Annual General Meeting at the meeting venue in person or by way of proxy presentation or through remote connection, they will not be able to use their rights under the Companies Act to request information or a vote.

For holders of nominee-registered shares, advance voting is carried out via the account manager. The account manager may cast advance votes on behalf of the holders of nominee-registered shares in accordance with the voting instructions provided by the holders of nominee-registered shares during the registration period for the nominee-registered shares.

An agenda item subject to advance voting is considered to have been presented unchanged to the Annual General Meeting.

6. Other instructions/information

The language of the Annual General Meeting is Finnish.

A shareholder who is present at the Annual General Meeting in person or remotely has the right to ask questions about the matters discussed at the meeting in accordance with Chapter 5, Section 25 of the Companies Act.

The information concerning the Annual General Meeting required under the Companies Act and the Finnish Securities Market Act is available on the Company’s website at https://administergroup.com/en/investors/governance/general-meeting/general-meeting-2024/.

On the date of this notice, the total number of shares in the Company and votes represented by such shares is 14,354,144. On the date of this notice, the Company holds 3,953 treasury shares. Such shares do not have voting rights at the Annual General Meeting. 

Changes in the shareholding after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting or the number of voting rights held by a shareholder in the Annual General Meeting.

 

In Helsinki on 18 March 2024

Administer Plc

The Board of Directors'

Further information:

Kimmo Herranen
CEO
Administer Plc
Tel: +358 50 560 6322
kimmo.herranen@administer.fi

 

Certified Adviser:
Evli Oyj
Tel: +358 40 579 6210

 

Administer Plc

Administer Group is a multi-talent in personnel and financial services. We offer payroll and financial management services, software services, consulting, staffing and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.

Administer Group consists of payroll management service company Silta Oy, accounting firm Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and associated companies, for example Kuntalaskenta Oy. www.administergroup.com

 

Attachments

Shareholders Date % of Shares % of Votes
Peter Aho 31.07.2024 47.6% 47.6%
Ilmarinen Mutual Pension Insurance Company 31.07.2024 8.7% 8.7%
Sijoitus Oy MC Invest Ab 31.07.2024 8.4% 8.4%
Oy Fincorp Ab 31.07.2024 3.2% 3.2%
Varma Mutual Pension Insurance Company 31.07.2024 2.4% 2.4%
Elo Mutual Pension Insurance Company 31.07.2024 2.1% 2.1%
Salmivala Maria-elina 31.07.2024 2% 2%
Rantalainen-Yhtiöt Oy 31.07.2024 1.9% 1.9%
Kimmo Herranen 31.07.2024 1.6% 1.6%
Oy Talcom AB 31.07.2024 1.3% 1.3%

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Company Facts

CEO Kimmo Herranen
CFO Kalle Lehtonen
Market cap (EURm) 36
Industry Commercial Services & Supplies
Ticker ADMIN
Website https://www.administer.fi/en/

Guidance

Administer expects that in 2024 it will reach a revenue of EUR 76-81m and achieve an EBITDA margin of 6-9%

Financial targets

Financial targets 2026: Revenue of EUR 100m and an EBITDA-margin of 15%

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